Trinity Regulatory News (TRIN)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF EXISTING ORDINARY SHARES, NEW ORDINARY SHARES OR CONVERTIBLE LOAN NOTES.

Unless otherwise defined, capitalised terms used in this Announcement have the same meaning as set out in the Fundraising announcement issued by the Company earlier today.

9 December 2016

TRINITY EXPLORATION & PRODUCTION PLC

("Trinity" or "the Group" or "the Company")

RESULTS OF FUNDRAISING

The Board of Trinity is pleased to announce that as part of the proposed Fundraising announced earlier today, a total of 187,600,000 Placing Shares were successfully conditionally placed with investors at a price of 4.98 pence per Placing Share, raising approximately US$11.725 million (approximately £9.3 million) in aggregate before expenses. In addition, certain investors have conditionally subscribed for Convertible Loan Notes for an aggregate subscription price of US$3.275 million (approximately £2.6 million).

As noted in the announcement made this morning, the proceeds of the Fundraising will be applied toward the payments to creditors under the Creditors Proposal and the Settlement Agreements, certain one-off restructuring and infrastructure costs to ensure the integrity of production operations going forward, and the re-initiation of drilling activities with an initial programme of four new onshore wells.

As further noted, the Fundraising is conditional on, inter alia: (i) the Creditors Proposal becoming effective; (ii) the Settlement Agreements becoming effective; and (iii) the passing of the Shareholder Resolutions by the requisite majority of the Company's Shareholders. 

A Circular to Shareholders containing details of the Fundraising and convening the General Meeting to consider the Shareholder Resolutions will be posted as soon as practicable which is expected to be on or around 13 December 2016. It is expected that the General Meeting will be held on or around 29 December 2016.

The Circular will contain a unanimous recommendation from the Directors of the Company to vote in favour of the Shareholder Resolutions. The Directors have irrevocably undertaken to vote or procure the voting in favour of the Shareholder Resolutions in respect of the 10,792,919 Existing Ordinary Shares they control, representing approximately 11.4 per cent. of the existing issued ordinary share capital of the Company. In addition, certain other shareholders have irrevocably undertaken to vote or procure the voting in favour of the Shareholder Resolutions in respect of the 13,019,846 Existing Ordinary Shares they control, representing approximately 13.7 per cent. of the existing issued ordinary share capital of the Company. In aggregate, the Company has received irrevocable undertakings to vote in favour of the Shareholder Resolutions in respect of 23,812,765 Existing Ordinary Shares, representing approximately 25.1 per cent. of the existing issued ordinary share capital of the Company

Subject to the Shareholder Resolutions being passed at the General Meeting and following satisfaction of all other conditions (including, without limitation, the Creditors Proposal becoming effective, the Settlement Agreements becoming effective and the Placing Agreement becoming unconditional in all respects (and not having terminated in accordance with its terms)), application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective in January following approval of the Creditors Proposal by the High Court of Trinidad and Tobago.

The Placing Shares will, when issued, rank pari passu in all respects with the New Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.

Immediately following completion of the Fundraising, the Company's issued ordinary share capital will consist of 282,399,986 New Ordinary Shares. The Placing Shares will represent approximately 66.4 per cent of the total issued ordinary share capital in the Company.

Related Party Transactions

Bruce Dingwall has conditionally subscribed for 6,400,000 Placing Shares at the Placing Price. Following completion of the Fundraising, Mr Dingwall's holding of 12,215,498 New Ordinary Shares will represent approximately 4.3 per cent. of the enlarged issued ordinary share capital of the Company.

The David and Christina Segel Living Trust has conditionally subscribed for 22,657,015 Placing Shares at the Placing Price and US$583,937 for Convertible Loan Notes in the Fundraising. The David and Christina Segel Living Trust holds more than 10 per cent. of the Existing Ordinary Shares as at the date of this Announcement and accordingly the David and Christina Segel Living Trust participation in the Fundraising is considered a related party transaction under the AIM Rules. Following completion of the Fundraising, the David and Christina Segel Living Trust's aggregate holding will represent approximately 12.0 per cent. of the enlarged issued ordinary share capital.

The independent director (being Jonathan Murphy, who is not participating in the Fundraising) considers, having consulted with SPARK Advisory Partners Limited (the Company's nominated adviser), that the terms of the Placing and Subscription and the Convertible Loan Notes Subscription are fair and reasonable in so far as the Shareholders are concerned and that the participation of Mr Dingwall and David and Christina Segel Living Trust in the Placing and Subscription and/or the Convertible Loan Notes Subscription (as appropriate) is fair and reasonable in so far as the Shareholders are concerned.

Enquiries:

IMPORTANT NOTICE

This Announcement has been issued by and is the sole responsibility of the Company. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this Announcement or on its accuracy or completeness. The information in this Announcement is subject to change.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (as amended) ("FSMA").

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America ("United States" or "US"). This Announcement is not an offer of securities for sale into the United States. The securities referred to herein (including for the avoidance of doubt the Existing Ordinary Shares, the New Ordinary Shares and the Convertible Loan Notes) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction in which such publication, release or distribution would be unlawful (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising, or any other matter referred to herein. Its responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and the Company and not to any other person in respect of his decision to acquire Existing Ordinary Shares, New Ordinary Shares or Convertible Loan Notes in reliance on any part of this Announcement. Its responsibilities as the Company's financial adviser are owed to the Company and not to any other person. No representation or warranty, express or implied, is made by SPARK Advisory Partners Limited as to any of the contents of this Announcement.

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising, or any other matter referred to herein. Its responsibilities as the Company's bookrunner are owed to the Company and not to any other person in respect of their decision to acquire Existing Ordinary Shares, New Ordinary Shares or Convertible Loan Notes in reliance on any part of this Announcement. No representation or warranty, express or implied, is made by Cantor Fitzgerald Europe as to any of the contents of this Announcement.

In this Announcement, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom. References to "US dollars", "US$" and "cents" are to the lawful currency of United States of America. Unless otherwise stated, the basis of translation of US dollars into pounds sterling for the purposes of inclusion in this document is £1.00/US$1.256 (being the prevailing exchange rate as at 4:30pm (GMT) on 8 December 2016, being the last practicable date before publication of this Announcement).

END